Meeting motions: How to write clear proposals
The three best words to characterize a well-written board meeting motion are concise, specific, and actionable. These qualities ensure your motion receives clear consideration without consuming excessive meeting time that growth-stage companies can't afford to waste.
For mid-market companies managing governance requirements, precise motion writing is key for board efficiency. Clear motions help bridge the gap between strategic discussion and executable decisions. It’s particularly crucial for companies preparing for IPO or managing growth challenges that require well-informed board decisions.
Well-structured motions reduce lengthy discussions that prevent boards from focusing on priorities. When board directors spend excessive time clarifying vague proposals, meeting time shifts away from the strategic planning that drives growth outcomes.
This comprehensive guide covers:
- The fundamental elements of effective board motions
- Step-by-step process for writing effective motions
- The four types of board motions and their proper parliamentary procedures
- Motion examples for mid-market boards
- Five best practices for motion writing and tracking
- How digital governance transforms motion preparation
Understanding the fundamentals of board meeting motions
Board meetings often derail when directors spend 20 minutes debating what a motion actually asks them to approve.
Mid-market companies preparing for IPO or managing investor relations can't afford meetings where half the time goes to clarifying poorly written proposals. The fundamentals below help you write motions that directors can understand, evaluate, and vote on efficiently.
Core elements of effective meeting motions
A well-planned motion clearly defines a board member's intentions while respecting the time constraints that corporate governance leaders at growing companies face. Start by identifying the core elements that every effective motion requires:
- The specific action requested
- Responsible parties
- Legal factors or implications
- Relevant timelines
- Sufficient context for informed voting
Providing strategic context
Consider the broader implications before drafting. "Board engagement comes down to two pillars: relationship building and setting your board members up for success," says April Van Epps, Chief of Staff at Centerstone. This means providing context that enables directors to understand both the immediate request and its strategic importance.
When your motion involves funding, specify the source and amount clearly. Complex financial motions often require separate supporting motions for budget allocation, particularly important for companies managing multiple funding sources or preparing for institutional investment rounds.
Anticipating director questions
Remember that while you understand your motion's background, fellow directors may encounter these details for the first time. According to the National Association of Corporate Directors' (NACD) 2025 Governance Outlook, directors are seeking increased candor in board discussions, making clear context essential for meaningful dialogue that drives better decision-making.
Testing for clarity
Read your motion aloud to ensure it requests specific action within a defined timeframe. "Giving the information in advance helps board members better prepare," notes Catherine Hill, Executive Secretary at Vigo County School Corporation. Your fellow directors serve as valuable resources for reviewing motion clarity and providing feedback before a formal presentation.
With these fundamentals in mind, let's examine the process of writing a motion.
Step-by-step process for writing effective motions
Growing companies benefit from a systematic approach to motion writing that ensures consistency, reduces preparation time, and minimizes meeting delays. This process helps governance teams create motions that receive swift consideration while meeting audit committee and regulatory standards.
1. Identify the decision requirement
Start by clearly defining what board action you need. Determine whether the decision requires full board approval or can be delegated to a board committee. Consider timing constraints, regulatory deadlines, and stakeholder expectations that may influence the motion's urgency and scope.
2. Gather essential information
Collect all relevant data before drafting, including financial implications, legal requirements, competitive context, and implementation resources. For mid-market companies preparing for IPO, ensure you understand any public company implications or investor relations considerations.
3. Consult key stakeholders
Brief relevant executives, committee chairs, or subject matter experts before drafting. This pre-work helps identify potential objections, ensures accurate technical details, and builds support for your proposal. Early consultation reduces the likelihood of amendments during board meetings.
4. Draft with required elements
Structure your motion using the core elements: specific action requested, responsible parties, clear timeline, budget parameters (if applicable), and context for informed voting. Keep the motion to 1-3 sentences while ensuring all information is included.
5. Validate compliance and feasibility
Review your draft for legal compliance, regulatory requirements, and operational feasibility. For companies using governance platforms, run materials through risk management tools to identify potential compliance issues before board presentation.
6. Conduct internal review
Circulate the draft motion to relevant stakeholders, including legal counsel, CFO, or committee chairs, for feedback. This review ensures accuracy, identifies missing information, and confirms that proposed timelines and budgets are realistic.
7. Finalize and integrate
Complete your final motion and integrate it into board materials with appropriate supporting documentation. Schedule any necessary pre-meeting discussions with key directors to address complex aspects and ensure smooth meeting flow.
This systematic approach transforms motion writing from an ad-hoc process into a reliable workflow that supports effective governance decision-making.
The 4 main types of meeting motions
Robert's Rules of Order establishes four distinct motion categories, each serving different purposes in board decision-making. Understanding these types helps you choose the right approach for your proposal and navigate situations where multiple motions interact during meetings.
- Main motions: This is the most common type of board meeting motions. The purpose of a main motion is to ask the board to take a specific action. Board members may not introduce a main motion when another motion is already on the floor. All main motions require a second before discussion begins.
- Subsidiary motions: These motions can modify how main motions are handled. For example, if a director proposes removing an underperforming board member, another director might make a subsidiary motion to enter executive session for a sensitive discussion. The board votes on the subsidiary motion first, then may vote to dismiss or delay the main motion.
- Privileged motions: These address urgent or special matters unrelated to pending business during the meeting. These motions take precedence over other types and are undebatable. For example, if urgent matters will take more time than reasonably possible during a regular meeting, a board member may move to set a date and time for the next meeting.
- Incidental motions: They are used to question or clarify procedures related to other motions. These must be considered first, before the motion they question. An incidental motion seeks to table a main motion to clarify a broad or vague motion by requesting additional information.
Examples of clear motions for mid-market boards
Well-written motions address the specific governance challenges that mid-market companies face today. These fictional examples below demonstrate how to structure clear, actionable proposals for common board decisions:
Cybersecurity compliance motion
"Recent cybersecurity incidents in our industry and new SEC disclosure requirements mandate enhanced incident response capabilities. Our current manual reporting processes cannot meet the four-business-day materiality reporting deadline required by Form 8-K. I move to direct the audit committee to engage a qualified third-party cybersecurity firm to conduct a comprehensive security assessment by June 30, 2025, and establish automated incident detection and reporting protocols, with implementation costs not to exceed $125,000 from the existing compliance budget."
Executive compensation motion
"To maintain competitive talent retention during our pre-IPO phase and align with institutional investor expectations, I move to engage Pearl Meyer & Partners to conduct an executive compensation benchmarking study against public company peers in our sector, with results and recommendations presented to the compensation committee by August 15, 2025, at a cost not to exceed $75,000 from the professional services budget."
Board composition motion
"Given our planned IPO filing in Q2 2026 and SOX compliance requirements, I move to expand the board from seven to nine directors and direct the nominating committee to identify and recruit two independent directors with public company audit committee experience, with candidate presentations to the full board completed by September 30, 2025."
Strategic acquisition motion
"The proposed acquisition of DataTech Solutions aligns with our platform strategy and accelerates our enterprise market entry by 18 months. I move to authorize management to proceed with due diligence and negotiate definitive terms for the acquisition at a purchase price not to exceed $50 million, with final transaction approval subject to board review of completed due diligence findings."
Each motion provides:
- Regulatory context
- Business rationale
- Specific timelines
- Responsible parties
- Budget parameters
Following approval, related motions might address implementation details or oversight procedures.
These examples demonstrate how well-structured motions eliminate ambiguity and enable efficient board decision-making. Notice that each motion clearly states what action is requested, who is responsible for execution, when completion is expected, and what resources are required. This specificity allows directors to vote confidently without extended clarification discussions.
5 Best practices for writing and tracking meeting motions
Knowing how to write a good motion is only half the challenge. Mid-market companies need systematic approaches to ensure consistent quality, maintain proper documentation, and track implementation progress.
These practices become especially critical when preparing for an IPO or managing investor relations, where governance processes face increased scrutiny.
1. Establish consistent templates
Create standardized formats for common motion types, including budget approvals, committee assignments, and policy changes. This consistency reduces preparation time while ensuring all necessary information appears in familiar locations. Templates should incorporate emerging technology considerations, as boards need to understand their impact on corporate strategy and risk.
2. Document systematically
Maintain comprehensive records of all motions, including status, amendments, and implementation progress. This creates audit trails supporting regulatory compliance and board effectiveness measurement, particularly important for companies preparing for enhanced public company oversight.
3. Provide efficient context
Include sufficient background information for informed voting without overwhelming directors with excessive detail. Focus on business rationale, regulatory requirements, and strategic implications relevant to your company's growth stage.
4. Set clear accountability measures
Specify implementation deadlines and follow-up reporting requirements to ensure progress tracking. Before finalizing motions, assess whether proposed actions are realistic given current resources and operational capacity.
5. Consider implementation complexity
Evaluate whether your motion's scope matches available resources and timeline constraints. Before finalizing any motion, assess the operational capacity required for execution and ensure your organization has the necessary expertise, budget, and bandwidth to deliver on the proposed timeline. Overly ambitious motions that exceed realistic implementation capacity often lead to delayed execution and board frustration.
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How digital governance transforms motion preparation
Technology is streamlining motion preparation and meeting efficiency for growth-stage companies. AI-powered tools address the information asymmetry between management and boards by enabling directors to interact directly with comprehensive data rather than relying on summarized reports.
1. Streamlined document creation: Diligent's Smart Board Book Builder synthesizes complex information into professional board materials with one click, allowing governance teams to focus on crafting precise motions rather than spending weeks on document preparation. This capability proves particularly valuable for companies preparing for funding rounds or managing transaction readiness requirements.
2. Enhanced preparation intelligence: SmartPrep generates tailored discussion questions and meeting insights, helping board members understand context before meetings begin. This preparation reduces clarification time during actual board discussions, enabling more strategic focus.
3. Risk-aware decision support: The Smart Risk Scanner identifies potential legal and compliance implications before motions reach the board, ensuring proposals comply with regulatory requirements and corporate governance standards. For mid-market companies preparing for public company transition, this proactive risk identification proves essential.
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Building governance excellence through clear motions
Effective board motions serve as the foundation for efficient governance and strategic decision-making at mid-market companies. By focusing on the core elements of clarity, specificity, and actionability, boards can transform time-consuming clarification discussions into productive strategic conversations.
The fundamentals outlined in this guide — from understanding motion types to implementing systematic tracking practices — provide the framework for governance excellence that investors and stakeholders expect from growth-stage companies.
When combined with AI-powered tools like Diligent’s Smart Board Book Builder and SmartPrep, these practices enable boards to maintain high governance standards while accelerating decision-making timelines.
Ready to streamline your board governance processes? Schedule a demo to see how Diligent can transform your motion preparation and board meeting efficiency.
FAQs about meeting motions
How long should a board motion typically be?
A well-written motion should be concise enough to read aloud in 30-60 seconds while containing all essential information for informed voting. This typically translates to 1-3 sentences clearly stating the proposed action, relevant context, and specific timelines or parameters. Longer motions often indicate insufficient preparation or overly complex proposals that should be divided into separate decisions.
What information must be included in every board motion?
Every effective motion requires: the specific action being requested, identification of responsible parties for implementation, relevant deadlines or timelines, and sufficient context for directors to understand business rationale. If funding is required, specify the source and amount.
Can board motions be amended during meetings?
Yes, main motions can be amended during board meetings through subsidiary motions, provided amendments relate to the original motion's purpose. However, extensive modifications during meetings often indicate insufficient preparation.
What happens if a motion fails to receive a second?
Without a second, motions die immediately, and no vote occurs. This typically indicates insufficient support or unclear language. Consider revising the motion's scope, providing additional context, or conducting an informal discussion with fellow directors before reintroducing.
How should boards handle complex motions involving multiple decisions?
Complex motions should generally be separated into focused, independent motions that can be voted on individually. This approach provides clearer decision trails, allows partial approval of multi-part proposals, and reduces confusion during board discussions. Use supporting documentation to show relationships between related motions while maintaining voting clarity.
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